Icoreconnect Inc.

09/20/2024 | Press release | Distributed by Public on 09/20/2024 15:06

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 19, 2024, iCoreConnect, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"), which Special Meeting was originally convened on September 16, 2024 and adjourned to September 19, 2024. As of July 18, 2024, the record date for the Special Meeting, there were 10,257,432 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 5,249,670 shares, or 51.17%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of Company common stock are entitled to one vote for each share held. The proposals are described in greater detail in the Definitive Proxy Statement of the Company (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on September 5, 2024, the relevant portions of which are incorporated herein by reference. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Special Meeting.

Each of the proposals summarized below were approved by the Company's stockholders.

Proposal 1. The Company's stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 11,203,700 shares of Company common stock upon the exercise of certain warrants issued on July 31, 2024 in a private placement, as described in more detail in the Proxy Statement, by the following vote:

Votes For

Votes Against

Abstain

5,191,333

57,552

785

Proposal 2. The Company's stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of all of the shares of Company common stock upon conversion of an amended convertible note, amended as of August 13, 2024, as described in more detail in the Proxy Statement, by the following vote:

Votes For

Votes Against

Abstain

5,150,392

98,473

805

Proposal 3. The Company's stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of all of the shares of Company common stock issuable pursuant to the Strata Purchase Agreement dated August 16, 2024 with Clearthink Capital Partners, LLC, as described in more detail in the Proxy Statement, by the following vote:

Votes For

Votes Against

Abstain

5,156,739

92,146

785

Proposal 4. The Company's stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of all of the shares of Company common stock upon conversion of convertible notes dated August 1, 2024 issued in connection with the exchange and/or extension of certain outstanding indebtedness of the Company, as described in more detail in the Proxy Statement, by the following vote:

Votes For

Votes Against

Abstain

5,156,726

92,123

821

Proposal 5. The Company's stockholders approved an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the above proposals, as described in more detail in the Proxy Statement, by the following vote:

Votes For

Votes Against

Abstain

5,210,076

38,836

758

Other than the five proposals summarized above, no other item of business was submitted at the Special Meeting for stockholder action.

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